Shareholder Activism and Corporate Defense

Sidley’s Shareholder Activism and Corporate Defense practice is widely recognized as the go-to activism defense practice. Our practice is led by Kai H. E. Liekefett and Derek Zaba, two of the very few lawyers in the world who devote 100% of their time to shareholder activism, proxy fights, hostile takeovers, and related settlements. In the past five years, the Shareholder Activism and Corporate Defense team members have been involved in more than 100 proxy contest defenses for issuers worldwide and approximately 25% of all proxy contests in the U.S., more than any other law firm. Due to our knowledge and experience, Sidley is frequently hired as “shareholder activism counsel” or “proxy fight counsel” by companies and/or their boards to work with primary outside counsel on activism defense matters.

Strong representation on behalf of clients has earned our Shareholder Activism and Corporate Defense practice widespread recognition in such publications, including:

• Chambers USA has ranked Sidley Band 1 in New York for “Corporate/M&A: Takeover Defense” in 2022 and 2023
• The Legal 500 has ranked Sidley Tier 1 in the U.S. for “Shareholder Activism – Advice to Boards” in 2023
• The Deal has named Sidley “Activist Defense Law Firm of the Year (Large Cap)” in both 2021 and 2022

Sidley has been ranked No. 1 in all shareholder activism defense league tables as recently as 2022:

• Ranked No. 1 in Bloomberg’s Global Activism League Tables for company-side legal advisers;
• Ranked No. 1 in FactSet’s Company Defense Advisor League Tables for legal advisers;
• Ranked No. 1 in Refinitiv’s Global Shareholder Activism Scorecard for company-side legal advisers

• Quotient in its proxy contest defense against Engaged Capital;
• International Flavors & Fragrances (CEO) in connection with its settlements with Sachem Head and Carl Icahn;
• TreeHouse Foods in its proxy contest defense against JANA Partners;
• OneSpan in its proxy contest defense against Legion Partners;
• Blucora in its proxy contest defense against Ancora and Engine Capital;
• CytoDyn in its proxy contest defense against the Rosenbaum group;
• Cubic in defense of an unsolicited takeover bid by Elliott and Veritas;
• Crown Castle in its activism defense campaign against Elliott;
• Big Lots! in its proxy contest defense against Macellum and Ancora;
• Delek US in connection with a potential unsolicited takeover bid by Carl Icahn and CVR Energy;
• Knowles in its proxy contest defense against Caligan Partners and Falcon Edge;
• MiMedx Group in its proxy contest defense against Prescience Point and Parker Petit;
• Texas Pacific Land Trust in its proxy contest defense against Horizon Kinetics and SoftVest;
• Argo Group in its proxy contest defense against Voce Capital;
• Elaine Wynn in her proxy contest against Wynn Resorts;
• Fujifilm in its proxy contest-related litigation against Xerox, Carl Icahn, and Darwin Deason;
• HomeStreet in its proxy contest defense against Roaring Blue Lion Capital;
• Cigna in its proxy contest defense of its merger with Express Script against Carl Icahn;
• AmTrust Financial in its proxy contest defense against Carl Icahn;
• United Airlines in its proxy contest defense against PAR Capital and Altimeter Capital; and
• Numerous other large- and mega-cap companies in their activism defense campaigns against Elliott, Starboard, Carl Icahn, ValueAct, Trian, Pershing Square, Third Point, and other shareholder activists.